Voluntary LLC Dissolution and Cancellation Requirements in Alabama
At a glance
| Governing law and scope | Alabama Limited Liability Company Law, Ala. Code Title 10A ch. 5A art. 7, with general signing/effective-date rules in §§ 10A-5A-2.04 and 10A-1-4.11 to -4.12; ordinary domestic LLC voluntary dissolution, winding up, claims, distributions, SOS Articles of Dissolution, and reinstatement |
|---|---|
| Dissolution event and approval | LLC-agreement event or circumstance, or consent of all members. A memberless LLC also dissolves unless all transferable-interest holders timely agree in writing to continue and appoint member(s), or continuation occurs under the agreement (§ 10A-5A-7.01) |
| Pre-filing status and tax clearance | No good-standing certificate, Department of Revenue consent, final return, or tax-clearance attachment appears in § 10A-5A-7.02 or the SOS form. Tax returns, accounts, licenses, and liabilities remain separate from the dissolution filing |
| Winding-up authority and powers | Agreement-designated person(s); otherwise remaining members; if none, all transferable-interest holders or their designee. Court supervision is available for good cause/memberless inaction. Collect and transfer assets, preserve briefly, litigate, settle, discharge/provide for liabilities, distribute, and take other liquidation acts (§§ 10A-5A-7.02 to -7.03) |
| Creditor notice and claims | Optional known-claim notice may set a receipt deadline of at least 120 days and a rejected-claim suit deadline of 90 days. Optional one-time county publication creates a 2-year enforcement bar for specified unnotified, unacted-on, contingent, and later-event claims; court-ordered security may protect distributees (§§ 10A-5A-7.04 to -7.05) |
| Debts, reserves, and distributions | Pay or make adequate provision for creditors first, including member-creditors where lawful. Surplus returns unreturned contributions first and then follows pre-dissolution distribution proportions; if insufficient for contribution return, allocate pro rata by unreturned contribution value (§ 10A-5A-7.06) |
| Termination filing and signer | During winding up the LLC may file Articles/Statement of Dissolution stating its name, Secretary of State identifier, that it dissolved, and optional additional information. An authorized person signs; if a dissolved memberless LLC files, the wind-up person signs, and an agent/attorney-in-fact may sign (§§ 10A-5A-7.02(b), 10A-5A-2.04; SOS form). Article 7 provides no separate terminal cancellation filing |
| Fee, method, and effective date | $100 processing fee as of 2026-07-28; online filing is available, or file the paper Domestic LLC Articles of Dissolution with the Secretary of State. A filing ordinarily takes effect on receipt, or may state a delayed date/time no later than 90 days (§§ 10A-1-4.11 to -4.12; SOS form/fee schedule). Filing does not erase the LLC's continued wind-up existence |
| Survival, revocation, and post-closure | The dissolved LLC continues as an LLC solely for winding up, litigation, liabilities, and distributions. It may be reinstated with the agreement-required consent—or the applicable dissolution consent if the agreement is silent—plus any required objector/judicial-dissolution consents and a certificate of reinstatement (§§ 10A-5A-7.02, -7.07 to -7.08) |
Requirements one by one
The agreement or unanimous consent starts dissolution
Alabama separates the internal dissolution event from the public filing. Under Ala. Code § 10A-5A-7.01, an event stated in the LLC agreement or the consent of all members dissolves the company. If the LLC has no remaining member, the transferable-interest holders have 90 days to agree in writing to continue and appoint one or more members, unless the agreement already supplies a continuation method.
The later Articles of Dissolution report that the company "has dissolved." They do not substitute for the required internal event or approval.
The dissolved LLC continues for winding up
Section 10A-5A-7.02 says a dissolved LLC "continues its existence as a limited liability company" but may conduct only activities appropriate to winding up. Those acts include collecting and transferring assets, preserving the business briefly, litigating or settling matters, discharging or providing for liabilities, distributing remaining property, and completing other liquidation work.
Under Ala. Code § 10A-5A-7.03, the agreement-designated wind-up person acts first. If the agreement is silent, the remaining members act; if there are no remaining members, all transferable-interest holders or their designee act. A court may supervise for good cause or when a memberless company is not being wound up.
Creditor notices are optional safe-harbor procedures
Alabama does not make creditor notice a condition of filing Articles of Dissolution. Under Ala. Code § 10A-5A-7.04, a dissolved LLC may send a known claimant a written notice giving at least 120 days to submit the claim. If the company rejects a timely claim, the claimant generally has 90 days from the rejection notice to sue.
Under Ala. Code § 10A-5A-7.05, the LLC may also publish once in the county newspaper. Proper publication can bar specified claims unless enforcement begins within two years, including claims not directly notified, claims submitted but not acted on, and contingent or later-event claims. A court-security procedure is available for contingent, unknown, and later-arising claims.
Creditors come before owners
Ala. Code § 10A-5A-7.06 requires payment or adequate provision for creditors first, including members who are creditors to the extent the law permits. Remaining surplus first returns unreturned contributions, then follows the proportions in which transferable-interest owners shared distributions before dissolution.
The SOS filing costs $100 and is not a cancellation
During winding up, § 10A-5A-7.02(b) permits a statement of dissolution. The Secretary of State labels its filing Domestic LLC Articles of Dissolution. It asks for the LLC name and state identifier, an effective date, confirmation that the LLC has dissolved, and the signature, typed name, and title required by § 10A-5A-2.04.
The current processing fee is $100. The SOS offers online filing; the paper form may also be submitted to the office. A filing normally takes effect on receipt, or may state a delayed date and time within the general 90-day limit.
Article 7 does not provide a separate after-wind-up cancellation filing. The Articles record dissolved status while the LLC continues for winding up and claims; they do not declare that legal existence has terminated.
Reinstatement remains available
Ala. Code § 10A-5A-7.07 permits reinstatement. The agreement controls the consent threshold if it states one; otherwise the applicable agreement or statutory dissolution consent governs. Written objectors and members who sought judicial dissolution have additional consent protections, and a certificate of reinstatement must be filed. Ala. Code § 10A-5A-7.08(b) confirms that a prior statement of dissolution is not required before the reinstatement certificate.
Common questions
Must every member approve an ordinary voluntary dissolution? Yes, unless the LLC agreement itself supplies an event or other operative mechanism. The statutory consent event is consent of all members.
Must the LLC obtain Alabama tax clearance before filing? No tax-clearance certificate, DOR consent, final return, or good-standing attachment appears in the dissolution section or SOS form. Tax returns and account closures remain separate obligations.
Does filing Articles of Dissolution end the LLC immediately? No. The LLC has already dissolved under § 10A-5A-7.01, and § 10A-5A-7.02 says it continues to exist for winding up. Alabama Article 7 has no separate terminal cancellation filing.
Must the LLC notify creditors before filing? No. Direct notice and publication are optional statutory procedures, though using them can create claim deadlines and reduce post-distribution risk.
Statutes and sources
- Ala. Code §§ 10A-5A-7.01 and -7.03 — dissolution events, unanimous consent, memberless continuation, and wind-up authority, in official enrolled HB 202 (Act 2020-73). https://alison.legislature.state.al.us/files/pdf/SearchableInstruments/2020RS/PrintFiles/HB202-Enr.pdf (accessed 2026-07-28)
- Ala. Code §§ 10A-5A-7.02 and -7.04 to -7.07 — continued existence, optional statement, creditor procedures, priority, and reinstatement, in official enrolled SB 96 (Act 2021-299). https://alison.legislature.state.al.us/files/pdf/SearchableInstruments/2021RS/PrintFiles/SB96-Enr.pdf (accessed 2026-07-28)
- Alabama Secretary of State Domestic LLC Articles of Dissolution — purpose, $100 fee, effective-date field, and signature line. https://www.sos.alabama.gov/sites/default/files/2022-09/DomesticLLCDissolution.pdf (accessed 2026-07-28)
Verified against official Alabama Legislature enrolled laws and current Secretary of State filing materials on July 28, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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